Sweet Caroline
by demondreaming
Summary: It's been a long time since Caroline had any gentlemen callers. So, feeling frustrated and more than a little inebriated, she sneaks into Max's room for some comfort. Max/Caroline, PWP.


**Disclaimer: 2 Broke Girls is not owned by me, nor my associates, 2 Rich Girls.**

/

There was a tiny rap on the door of the darkened bedroom.

This was followed by a wedge of light, hinges creaking on the worn door.

"_Max?_" A voice whispered.

The door opened wider.

"Max, do you remember-"

"No! I don't remember anything. Ever." A hump in the bed shifted, groaning.

"Oh, good, you're awake!" Caroline thrust the door open fully, voice raising in volume.

Max groaned again, dragging herself to a half-sitting position. "Yeah, I'm awake because _you_ _woke me up_."

Caroline perched on the edge of the bed, Max shuffling her feet back and resisting the urge to kick the blonde girl.

"Shh, just listen to-"

Max wrinkled her nose, brow digging down. "Whoa, it smells like Thanksgiving at Grandma's in here. Are you drunk?"

"Little bit. Now shhh." Caroline held a finger to her lips, blonde hair spilling messily over her shoulders.

"Where'd you go? Anywhere... 'fun'?" Max jumped her eyebrows, reaching down to push Caroline's shoulder teasingly.

Caroline licked her lips. "I went... I went to the kitchen, and then... and then I went outside, but Chestnut kept trying to steal the bottle, and then I woke up in the bathroom."

Max raised an eyebrow, glancing over at her digital clock. "You do know it's only been twenty minutes since I saw you last night, right?"

Caroline groaned, laying back on the bed. "Time flies." She frowned at the spotted ceiling. "And spins. It spins too. Is this bed moving?"

Max shrugged. "Probably. I haven't changed the sheets in years." She flicked a rogue potato chip from where it perched on her blanket. "So did you just come in here to tell me you found the alcohol stash?" Her eyes narrowed suddenly. "You didn't find any other stashes, did you?"

Caroline waved a hand, bracelets jingling. "No, no. I just- I was thinking, you know?"

"Here we go." Max ran a hand through her dark hair, sighing.

"Remember when you said, before? When... when we were doing the website, and... and I wanted to take that picture, and... and-"

"__And? __And what? Is this story going anywhere?"

Caroline wriggled onto her stomach, crawling up beside Max, fringe shading her eyes. "Well, it's been a long time since... since I had a gentleman caller, and... it's not exactly easy to get some 'alone' time out there with Chestnut looking in all the time."

Max blinked at Caroline, a grin spreading across her face as she understood. "Are you asking me what I __think__you're asking me?"

"Maybe. What do you think I'm asking you? If it's another murder-suicide pact, for the last time, __no__."

"Oh come on, it's a win-win! You won't be poor anymore, and I'll finally be able to get some sleep!" Max rolled her eyes at Caroline's pointed look. "Fine. Anyway, that wasn't what I was thinking you were thinking-" She paused, putting a hand to her head. "Ugh. This is giving me a headache. Just spit out what you want already."

Caroline's mouth twisted, eyes darting about the room. "Well, I just thought we could be closer. Like... college roommates close. College roommates at Sarah Lawrence. Who study Sapphic poetry."

"I didn't know there was a way to make lesbian sex sound boring." Max deadpanned, arms folding.

"So will you do it?" Caroline smiled, fingertips creeping along Max's arm.

"It was gonna happen sooner or later." Max swatted the blonde's hand away. "I always pictured me as the drunk one though. Or at least, I hoped I would be."

Caroline licked her lips, shuffling closer to Max, hands fluttering. "So how do we...?"

"You're kidding, right? Little Miss Privilege never did anything with a girl before?" Max frowned. "I thought you knew Paris Hilton."

Caroline shrugged. "Oh please. You have to make an appointment if you want to do anything with her. And for your information, I have been with a girl once!" Caroline's eyebrows drew down, caught in thought. "Or maybe it was just a really feminine boy."

"What was his/her name?" Smirked Max.

"Leslie."

"Then the mystery will never be solved. So like I said, you've never done anything with a girl. So I'm gonna have to be the one who does all the work. You realise I have to get up in about four hours to bake cupcakes, right?"

Caroline shrugged. "I'll frost your cupcakes for you."

Max blinked, a tiny smile spreading across her lips. "I'm gonna hold you to that. I'd spitshake on it, but I get the feeling we'll be sharing fluids pretty soon anyway."

"Oh, Max, __ew__. That's not romantic." Caroline wrinkled her nose in distaste.

"This isn't romance. Now close your eyes and stop talking. That way I might actually enjoy this too."

Caroline sighed, eyes closing, tongue running out over her lips. As Max leaned in, lips meeting the blonde's, she had to admit she wasn't really surprised. This was why she didn't like roommates. She always ended up sleeping with them, and things got all weird and messy and they stopped paying their half of the rent. Seeing as Caroline was pretty much broke anyway, that didn't leave much to lose. Plus all that stuff with Johnny had just left her frustrated, and sex with someone else was always better than sex with yourself.

Caroline's mouth tasted of cheap alcohol and peppermint gum - no doubt an attempt to freshen herself up a little before she came reeling into Max's room. It made her taste a little like peppermint schnapps (Max's Christmas gift to herself every year). It was a familiar taste in an unfamiliar place. Max was far more used to things coming out of Caroline's mouth than things going into. That thing being her tongue.

The blonde's hand fluttered about Max's shoulders, dipping and diving like they were scared to land, until eventually the brunette drew back, frustrated. "Look, just grab on, okay? Right now your hands are like friggin' cockroaches crawling over my skin."

"Just... just grab on?" Caroline's eyebrows dipped in confusion. "Just anywhere?"

"Wherever's the most obvious place." Max rolled her eyes as Caroline's hands latched onto her breasts. "Good enough."

Her lips found the blonde's again, Caroline exhaling hard through her nose, unprepared, her breath feathering Max's cheek. It was clear to Max that she was going to have to do the majority of the work, but why should sex be any different to every other single part of her life? Plus, this was the sort of thing Caroline would probably be ashamed of in the morning. Any chance to antagonize the perky blonde was something to look forward to, in Max's book.

Max's fingers plucked at the frilly sleeves of Caroline's blouse, trying to find a way to take it off. The material was slick and silky, slipping between Max's fingertips so that she was never sure whether she'd gotten a grip on the damn thing or not. She settled for just grabbing a fistful and tugging upwards until it finally slipped off, Caroline's blonde hair spilling over her narrow shoulders.

The removal of Caroline's blouse also seemed to remove her inhibitions, her somewhat chaste and almost hesitant kisses growing bolder, tongue slipping over to tickle Max's lower lip. The blonde's hands started to stroke and caress Max's breasts, thumbs flicking over the coarse material of the brunette's shirt, teasing her nipples. Max figured she'd save Caroline's somewhat clumsy hands the trouble, stripping her less-than-intact shirt off and tossing it aside to rest among her other discarded shirts on the floor.

The blonde's fingers explored their new playground, Max's bare breasts warm under Caroline's fingertips. "They're so soft!" Exclaimed the blonde, hands cupping Max's ample assets.

"Why is that the first thing everyone says? Do people think I have rocks under here or something?"

Caroline shrugged, eyebrows furrowed at Max's chest. "I don't know. You're just so hard and cold all the time. Anything soft about you just seems weird."

"And yet I'm the one you came to for something 'hard and cold'." Smirked Max. She pushed back on Caroline's shoulders, the blonde falling back onto the bed heavily, mattress groaning tortuously.

Caroline eyed the threadbare mattress worriedly, a spring almost poking it's way through the material. "I'm not gonna get impaled, am I?"

"I thought that's what you came in here for?" Laughed Max, hand slipping between Caroline's legs, pushing her skirt up.

"It-it was, but... but I-" Caroline trailed off, eyes flickering shut as Max's fingers rubbed over her panties. "You just- foreplay isn't- it's not a big thing with you, is it?"

Max rolled her eyes, stroking the dampening over the quickly dampening underwear. "Foreplay is a luxury. And in case you haven't noticed, we're not big on luxury around here."

"I'll say. What's this crackling noise in the bed?" Caroline shifted uncomfortably, hips shivering as Max continued her teasing strokes.

"Potato chips." Max smirked, shifting on Caroline's thigh, fingers moving to hook in the waistband of the blonde's panties. "Couldn't fly the rose petals in on such short notice." Max dropped the rather dainty panties off the edge of the bed, where they quickly blended in with all the other various assorted clothes that substituted for carpet.

Max's nails skimmed along the blonde's inner thigh, Caroline tensing with a held breath until Max's hand finally reached her core. She sighed as the brunette's fingers found her clitoris, flicking over the sensitive nub. "You have no idea how good that feels." Caroline moaned, eyes closed.

Max raised an eyebrow. "I kinda do."

"Shhh stop talking." Caroline held a hand before letting it drop back to the bed, pearly teeth sinking into her lower lip as Max's fingers continued their work.

Max rolled her eyes, letting out a long breath before putting her lips to work on Caroline's neck, dropping an occasional nip in between the light kisses she pattered there. Caroline's skin at least tasted good, probably from the fancy body washes she insisted on using, that sounded more like breakfast than soap. Oatmeal and honey and some kind of butter? Max could've just squeezed some into a cupcake tray and saved all the effort she put into mixing.

Max grinned into the blonde's neck as her breathing grew heavy, hips shivering and hands twisting in the covers. It was time to stop flicking the switch and kickstart the generator. She tested the waters with a finger, and by this point, 'waters' was almost literal. Caroline was more than ready... and probably had been for the past few days, judging by the way she'd been pressing up against Max at every available moment.

She slipped two fingers inside the waiting girl, Caroline letting out a soft moan, hips arching up towards Max. The brunette twisted her fingers, working them in slow thrusts, Caroline's hand moving to clutch at Max's arm. "M-Max-_unh- _p-please-"

"Harder?" Max teased, slowing her strokes agonizingly.

Caroline nodded, eyes shut tight, teeth pinning her lower lip. A muffled moan escaped her as Max quickened the pace, curling her fingers inside the blonde. Max rolled her hips on the smooth plane of Caroline's thigh, trying to eke some pleasure from it as her fingers continued their work, the blonde's hips rising to meet her on every thrust. She wondered briefly whether Caroline would even address this at work. Whether she'd blush and edge around her, scared to even brush her hip against the brunette. Whether she'd be able to smell herself on Max, or vice versa. Or would she actually be cool about the whole thing, something Max had never known her to be about anything. However it ended up, Max was comforted by the fact that Caroline had only found one of the many alcohol stashes cached within the place, so even if Caroline avoided her, she'd still be able to hang out with a little something __from __Carolina.

The blonde's back arched off the bed, breath quickening, her muscles starting to tense. Max increased her pace accordingly, letting out a ragged breath against Caroline's neck. A mangled word escaped Caroline as she came, tightening around Max's fingers, and whether it was a curse or Max's name (not that there was usually much difference between the two), was lost in the cries of pleasure that swallowed any attempt at speech.

Caroline relaxed slowly, panting heavily, skin slick with sweat. Max withdrew her fingers, swiping them on the blanket before rolling off the blonde, letting out a grunt as her shoulders hit the bed heavily.

Caroline raised a hand to her forehead, bangs messy. "I... I really needed that." She let out a contented sigh, legs squeezing together. "If I had any money, I'd pay you."

Max rolled on her side to face the blonde. "Whoa, hold up. This wasn't a one-sided thing. It's your turn now."

Caroline frowned. "I thought it just__was __my turn."

"Your turn, my turn, whatever. You said, and I quote;" Max put on a falsetto, "_'___I'll frost your cupcakes for you, Max!__'"

Caroline turned on her side, raising up onto her elbows. "First off, I sound __nothing __like that. Secondly, I meant your... you know, __actual __cupcakes."

"In the context of the situation, you really didn't. Now come on, butter my muffin."

"Wait, am I frosting or buttering? I'm confused here." Caroline's eyebrows dipped down.

"Just put those-" Max pressed a finger against Caroline's parted lips. "Down here-" She moved her hand to rest on her crotch. "And do something with them."

"Max, I don't know..." Caroline's mouth twisted.

"Do it or I'll tell Oleg about tonight."

"Deal."

/

**A/N: Stay tuned for part 2, which... well, the contents of which should be fairly obvious. Unless you stopped reading halfway through because you always get sleepy after you read about sex. Or you went outside to read about smoking a cigarette or something.**

**Reviews are always appreciated. Like kisses from an angel. An angel with a mouthful of scotch.**


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